To,
Dear Shareholders,
Your Directors have pleasure in presenting 32nd (Thirty-Two) Annual Report the business and operations of the Company and the accounts for the Financial Year ("FY") ended on 31st March, 2024.
FINANCIAL RESULTS:
(Rs. in Hundred)
PARTICULARS
Revenue from Operations
Other Income
Total Revenue
Total Expenses
Earnings before Interest, Tax, Depreciation & Amortization
Finance Cost
Depreciation
Profit Before Tax
Payment & Provision of Current Tax
Deferred Tax Expenses/(Income)
Profit After Tax
STATE OF COMPANY'S AFFAIRS:
During the year under review, the Revenue from Operation of the Company increased from Rs.18578.49 hundred to Rs.652612.03 hundred. Pursuant to the increase in sale of the Company the profit of the Company increased from Rs. (26236.18) hundred to Rs.27289.38 hundred.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of the Company.
DIVIDEND:
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the Company, your Directors have decided not to recommend any dividend for the period under review.
TRANSFER TO RESERVES:
The profit of the Company for the Financial Year ending on 31st March, 2024 is transferred to profit and loss account of the Company under Reserves and Surplus.
ANNUAL RETURN:
Pursuant to Section 92(3) read with Section134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company's website at https://ecofinityatomix.com.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT:
There are no material changes and commitments, affecting the financial position of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation.
OPEN OFFER:
During the period under review, Mr. Prafullchandra Vitthalbhai Patel has acquired 150 Equity Shares via Open Offer and Mr. Prafullchandra Vitthalbhai Patel, Mr. Jashvantbhai Patel and Mr. Hirenkumar Jashvantbhai Patel have in total acquired 22,96,310 Equity Shares via Share Purchase Agreement. The open offer opened on 21st April, 2023 and closed on 08th May, 2023.
DEPOSITS:
During the financial year, your Company has not accepted any amount as Public Deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
FINANCE:
To meet the funds requirement of working / operational capital your Company utilize the internal accruals as funds.
CREDIT RATING:
The provisions related to Credit Rating is not applicable to the Company.
DISCLOSURE RELATING TO SUBSIDIARIES, ASSOCIATES
Your Company does not have any holding, subsidiary, associate or any joint venture. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
MERGERS AND ACQUISITIONS:
There were no mergers/acquisitions during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The composition of the Board of Directors of the Company on 31st March, 2024 is as under:
i) Directors to retire by Rotation:
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Prafullchandra Vitthalbhai Patel (DIN: 08376125) Managing Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.
The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.
ii) APPOINTMENT OF DIRECTORS
During the period under review, appointed Mr. Jashvantbhai Patel (DIN:10211877) as Director on 27th July 2023 and Mr. Hirenkumar Patel (DIN: 08983888) appointed as NonExecutive Non-Independent Director of the Company on 16th June 2023.
Further, Mrs. Sonu Gupta (DIN: 07333591) is appointed as Non-Executive NonIndependent Director and Mrs. Kajal Soni (DIN:06926972) as Non-Executive Independent Director on 06th September, 2023.
Furthermore, Mr. Prafullchandra Patel (DIN: 08376125) is appointed as Managing Director of the Company as on 16th June 2023.
iii) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of Section 149(6) of the Companies Act, 2013 read with Schedules & Rules issued thereunder as well as Regulation 16 of the Listing Regulations.
The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.
iv) Key Managerial Personnel (KMP):
Pursuant to Section 2 (51) and Section 203 of the Companies Act, 2013 read with Rules framed there under, the following executives have been designated as Key Managerial Personnel (KMP) of the Company.
*During the period under review, Ms. Disha Barot resigned from the post of Company Secretary w.e.f. 17.08.2023 and Mrs. Palak Malviya appointed as Company Secretary and Compliance officer w.e.f. 14.11.2023 and she was resigned from post of Company Secretary and Compliance officer w.e.f. 04.03.2024 and thereafter, Ms. Rina Singh appointed as Company Secretary and Compliance officer w.e.f. 01.06.2024
1. Mr. Prafullchandra Vitthalbhai Patel
- Managing Director
2. Ms. Rina Singh
- Company Secretary*
3. Mr. Jitendra Singh Rathore
- Chief Finance Officer**
**During the period under review, Resignation letter received from Mr. Jitendra Singh Rathore from the post of Chief Financial Officer of the company w.e.f. 02.01.2024
MEETINGS OF THE BOARD:
The Directors of the Company met at regular intervals at least once in a quarter with the gap between two meetings not exceeding 120 days to take a view of the Company's policies and strategies apart from the Board Matters. During the year, Eight Board meetings were convened and held on 23.05.2023, 16.06.2023, 27.07.2023, 14.08.2023, 06.09.2023, 09.11.2023,
14.11.2023 and 14.02.2023 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed.
DIRECTORS' RESPONSIBILITY STATEMENT:
In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:
a) In the preparation of the Annual Accounts for the year ended on 31st March, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at 31st March, 2024 and of the Profit of the Company for the period ended on 31st March, 2024.
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis;
e) The Directors had laid down Internal Financial Controls ('IFC') and that such Internal Financial Controls are adequate and were operating effectively.
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has conducted familiarization programme for Independent Directors during the year. and also posted on the website of the Company at https:// ecofinityatomix.com.
BOARD PERFORMANCE EVALUATION:
Pursuant to the provisions of the Act and Regulation 17 of Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and that of its statutory committee's Viz., Audit Committee, Stakeholder Relationship Committee, Nomination and Remuneration Committee and also of the individual Directors.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of Directors on parameters such as level of engagement and contribution, independence of judgment safeguarding the interest of the Company and its minority shareholders etc. The entire Board carried out the performance evaluation of the Independent Directors and also reviewed the performance of the Secretarial Department.
As required under the provisions of the Act and the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 14.02.2024 to evaluate the performance of the Chairman, Non- Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of the Company and the Board.
The Directors expressed their satisfaction with the evaluation process.
REMUNERATION POLICY:
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.
Non-Executive Directors are paid sitting fees for attending each meeting of the Board and/or Committee of the Board, approved by the Board of Directors within the overall ceilings prescribed under the Act and Rules framed thereunder.
All the Executive Directors (i.e., Chairman/Managing Director/Whole-time Director) are paid remuneration as mutually agreed between the Company and the Executive Directors within the overall limits prescribed under the Companies Act, 2013.
In determining the remuneration of the Senior Management Employees, the Nomination and Remuneration Committee ensures / considers the following:
> The remuneration is divided into two components viz. fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus;
> The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company's performance vis-a-vis the annual budget achievement, individual's performance vis-a-vis Key Result Areas (KRAs) / Key performance Indicators (KPIs), industry benchmark and current compensation trends in the market.
COMMITTEES:
The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.
I. Audit Committee:
The Company has constituted an Audit Committee as per the requirement of the Companies Act, 2013.
During the year under review 5 (Five) meetings were held viz 23.05.2023, 14.08.2023, 06.09.2023, 09.11.2023 and 14.02.2024. The Composition and attendance of the Committee s as under:
Sr. No. Name of Member
1 Mr. Narayansinh Chauhan
2 Ms. Chandrikaben Bhadaraka
3 Mr. Jitendrasingh Rathore
4 Mrs. Kajal Ritesh Soni
5 Mrs. Sonu Gupta
6 Mr. Hiren Patel
Mrs. Chandrikaben Bhadaraka, Mr. Jitendra Rathore and Mr. Narayansinh Chauhan has resigned from post of directorship w.e.f. 02nd January, 2024 and ceased to be members of Audit Committee w.e.f. 02nd January, 2024
II. Stakeholders Relationship Committee:
The Company has constituted a Stakeholders Relationship Committee in terms of the requirements of the Companies Act, 2013.
During the year under review 4 (Four) meetings was held viz. 23.05.2023, 14.08.2023,
09.11.2023 and 14.02.2024. The Composition and attendance of the Committee is as under:
6 Mr. Jashvantbhai Shankarlal Patel
Mrs. Chandrikaben Bhadaraka, Mr. Jitendra Rathore and Mr. Narayansinh Chauhan has resigned from post of directorship w.e.f. 02nd January, 2024 and ceased to be members of Stakeholders Relationship Committee w.e.f. 02nd January, 2024
III. Nomination and Remuneration Committee:
The Company has constituted a Nomination and Remuneration Committee in terms of the requirements of the Companies Act, 2013.
During the year under review 4 (Four) meetings was held viz. 16.06.2023, 06.09.2023,
14.11.2023 and 14.02.2024. The Composition and attendance of the Committee is as under:
3 Mr. Jitendrasingh Rathod
4 Mrs. Sonu Gupta
5 Mrs. Kajal Ritesh Soni
Mrs. Chandrikaben Bhadaraka, Mr. Jitendra Rathore and Mr. Narayansinh Chauhan has resigned from post of directorship w.e.f. 02nd January, 2024 and ceased to be members of Nomination and Remuneration Committee w.e.f. 02nd January, 2024
IV. Risk Management Committee:
The provisions regarding the Risk Management Committee does not apply to the Company.
V. Corporate Social Responsibility Committee:
The provisions of section 135 of the Companies Act, 2013 does not apply to the Company. AUDITORS AND AUDITORS' REPORT:
Statutory Auditors:
The Notes to the Financial Statements referred in the Auditors' Report are self-explanatory.
There are no qualifications or reservations, or adverse remarks made by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act. The Auditors' Report is attached with the Financial Statements in this Annual Report.
M/s. S N D K & Associates LLP, Chartered Accountants (ICAI Firm Registration No. W100060), Chartered Accountants, have been appointed as Statutory Auditors of the Company for a period of 5 years at the 31st Annual General Meeting was held on 30th September, 2023 to hold the office from conclusion of that meeting until the conclusion of the 36th Annual General Meeting of the Company to be held in 2028. As required under Regulation 33(d) of SEBI (LODR) Regulations, 2015 the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
Secretarial Auditors:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of M/s. Utkarsh Shah & Co. (Mem. No: F12526, COP: 26241), a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2024. The Secretarial Audit Report in Form No. MR - 3 for the financial year ended 31st March, 2024 is annexed to this report as 'Annexure - A'.
There is no observation made by the Secretarial Auditor of the Company.
Internal Auditor:
The Internal Auditor has carried out the internal audit for the reporting period.
Frauds Reported by Auditors
During the year under review, no instance of fraud in the Company was reported by the Auditors.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has in its place adequate Internal Financial Controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weakness in the design or operation of Internal Finance Control System was observed.
For all amendments to Accounting Standards and the new standards notified, the Company carries out a detailed analysis and presents the impact on accounting policies, financial results including revised disclosures to the Audit Committee. The approach and changes in policies are also validated by the Statutory Auditors.
Further, the Audit Committee periodically reviewed the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management were presented to the Audit Committee. The status of implementation of the recommendations were reviewed by the Audit Committee on a regular basis and concerns if any were reported to the Board.
As per the relevant provisions of the Companies Act, 2013, the Statutory Auditors have expressed their views on the adequacy of Internal Financial Control in their Audit Report.
RELATED PARTY TRANSACTIONS (RPT):
All transactions to be entered by the Company with related parties will be in the ordinary course of business and on an arm's length basis. However, the Company has not entered into any related party transaction, as provided in Section 188 of the Companies Act, 2013, with the related party. Hence, Disclosure as required under Section 188 of the Companies Act, 2013 is not applicable to the Company.
Further, in the ensuing Annual General Meeting, your Directors has proposed to pass the Special resolution u/s 188 of the Companies Act, 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has always been committed to provide a safe and conducive work environment to its employees. Your directors further state that during the year under review there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as confirmed by the Internal Complaints Committee as constituted by the Company.
PARTICULARS OF EMPLOYEES:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the Employees of the Company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2022-23. The details regarding the same is enclosed as 'Annexure - B'.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed to this report as 'Annexure - C'.
CORPORATE GOVERNANCE:
Since the paid-up Capital of Company is less than Rs. 10 Crores and Turnover is less than Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form part of this Board's Report.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report, and provides the Company's current working and future outlook as per Annexure - D.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
As per Regulation 34 of the Listing Regulations, the Business Responsibility and Sustainability Report does not applicable to the Company.
INSURANCE:
The Company's Plant, Property, Equipment and Stocks are adequately insured under the Industrial All Risk (IAR) Policy. The Company covers the properties on full sum insured basis on replacement value. The scope of coverage, insurance premiums, policy limits and deductibles are in line with the size of the Company and its nature of business.
ENVIRONMENT:
As a responsible corporate citizen and as company is involved in pharmaceutical business and environment safety has been one of the key concerns of the Company. It is the constant endeavor of the Company to strive for compliant of stipulated pollution control norms.
INDUSTRIAL RELATIONS:
The relationship with the workmen and staff remained cordial and harmonious during the year and management received full cooperation from employees.
OTHER DISCLOSURES AND INFORMATION:
(A) Secretarial Standards:
During the year under review, the Company is in Compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.
(B) Annual Listing Fee:
The Company has paid listing fees to BSE Limited.
(C) No One Time Settlement:
There was no instance of one-time settlement with any Bank or Financial Institution.
ACKNOWLEDGMENT:
Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Customers, Members, Dealers, Vendors, Banks and other business partners for the excellent support received from them during the year. The Directors place on record unstinted commitment and continued contribution of the Employee to the Company.
For and on behalf of the Board
Prafullchandra Vitthalbhai Patel
Chairman and Managing Director
(DIN: 08376125)
Date: 05.09.2024
Place: Ahmedabad